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INFORMATION REGARDING THE COMPANY AND CORPORATE GOVERNANCE
125
LISI 2015 FINANCIAL REPORT
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ensures that the Company has the required procedures for
identifying, evaluating and monitoring its commitments
and risks, including off-balance sheet commitments, and
adequate internal control.
ARTICLE 4 – TRANSACTIONS SUBJECT TO PRIOR
APPROVAL OF THE BOARD AS PART OF THE INTERNAL
ORGANIZATION OF THE COMPANY AND THE GROUP
4.1 In addition to legislative and regulatory requirements
for prior authorization of the Board and as part of the
internal organization of the Company and the Group,
the following transactions shall be subject to prior
express approval of the Board before being taken by
the CEO of the Company or, if appropriate, by a Deputy
CEO:
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decisions to take or transfer all significant interests in any
existing or future companies, to create any company, group
or organization, to subscribe to any issue of shares, stocks or
bonds, excluding cash transactions;
–– decisions on a significant presence in France or outside
France;
–– directly by creating a site, a branch, a direct or indirect
subsidiary, or indirectly through equity interests;
–– and decisions to close such sites in France or outside
France;
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significant transactions that may affect the Group's strategy
and modify its financial structure or scope of activity.
4.2 Similarly, any significant industrial or commercial
project shall be subject to the express prior approval
of the Board before being initiated by the CEO of the
Company or, if appropriate, by a Deputy CEO.
4.3 The transactions referred to in the above two
paragraphs (4.1 and 4.2) are deemed “significant”
when they exceed the unitary amount of €15 million.
Before being submitted to the approval of the Board, any project
of such a “significant” nature must have been presented to the
Strategic Committee for opinion.
4.4 The Board is also systematically asked to approve
explicitly beforehand each of the following decisions
and, provided it is, for the Company or for one of the
Group companies, in an amount equal or greater than
€50 million:
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grant or take out any loans, borrowings, credit and advances;
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acquire or dispose of any receivables, by any means
whatsoever.
4.5 Requests for prior, explicit approvals are:
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listed on the agenda of the Board meeting during which they
will be addressed;
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handled during the meeting of the Company's Board of
Directors;
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recorded in the minutes of Board deliberations.
ARTICLE 5 – POWERS OF THE CEO AND, IF ANY, OF THE
DEPUTY CEOs - SPECIFIC LIMITATIONS PLACED BY THE
BOARD ON THE POWERS OF THE CEO AND, IF NECESSARY,
ON THOSE OF THE DEPUTY CEOs
5.1 The powers that are, under the laws and regulations in
force and the bylaws of the Company and the present
rules of the Board:
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neither reserved to the Board;
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nor reserved to the Shareholders’ General Meetings of the
Company;
are vested in the CEO of the Company and, if applicable, the
Deputy CEOs.
When deciding to appoint the CEO or, if applicable, a Deputy
CEO, specific limits may eventually be set by the Board of
Directors to the powers of the CEO of the Company or, if
applicable, the Deputy CEO.
This section of the rules of procedure of the Board of Directors
is updated on the date of the Board's decision to integrate said
specific limits.
The Board of Directors may further limit for a particular
transaction, the scope of the powers of the CEO or a Deputy
CEO. If necessary, these limits shall be set in the minutes of the
Board authorizing the transaction.